Provision of Certifying Officer Clause Samples
The Provision of Certifying Officer clause designates an individual or entity responsible for verifying and certifying the accuracy of certain documents, statements, or actions under the agreement. Typically, this officer may be tasked with confirming the completion of work, the validity of invoices, or compliance with contractual requirements before payments are released or obligations are fulfilled. By clearly assigning certification duties, this clause ensures accountability and helps prevent errors or fraud, thereby safeguarding the interests of all parties involved.
Provision of Certifying Officer. Subject to the provisions of this Section 17(d) and Section 17(e) below, BISYS shall make a BISYS employee available to each Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of such Trust or under such other title to perform similar functions (a “Certifying Officer”). BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to each Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of such Trust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacity as a Certifying Officer, in BISYS’ reasonable discretion, taking into account such person’s responsibilities concerning, and familiarity with, each Trust’s operations; provided, however, that any such employee selected by BISYS is subject to Board approval. For so long as BISYS provides a Certifying Officer, VCM shall contractually agree with the Trusts that (a) there shall be a DCP Committee (as defined below), and (b) each Trust’s DCP’s shall contain (or the Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification of Form N-CSR, Form N-Q, and any other forms required to be certified pursuant to Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (collectively, “SO Laws” and such forms, collectively, “Reports”), and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows:
(A) BISYS and VCM shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee shall include (at a minimum) each Trust’s President, Chief Financial Officer, Chief Compliance Officer, and such other individuals as may be necessary or appropriate to enable the DCP Committee to ensure the cooperation of, and to oversee, each of the Trust’s agents that records, processes, summarizes, or reports information contained in Trust Reports (or any information from which such information is derived), including the Funds’ investment advisors, custodians, and other service providers to the Trust or any Fund (“Other Providers”). BISYS and VCM may from time to time request ap...